The Company's Board of Directors Sample Clauses

The Company's Board of Directors. On the Closing Date grant (i) GarMark the right to designate one (1) voting Board of Directors member, and each of GarMark and Moore the right to designate xxx (1) non-voting Board of Directors observer, each of whom will be given notice of, and permitted to attend, all meetings of the Company's Board of Directors, and (ii) GarMark the right to designate one (1) voting committee member, and each of GarMark and Moore one (1) non-voting commitxxx xbserver, to each of the Company's Compensation Committee, Stock Incentive Plan Committee, Finance Committee, Audit Committee, and any other committee that is created or established after the date hereof, each of whom will be given notice of, and permitted to attend, all meetings of each such committee. On the Closing Date, the Company, acting through its Board of Directors and in accordance with its Charter Documents and applicable Law, shall (i) (A) increase the size of its Board of Directors by one (1), (B) elect the person referred to hereinabove (or such other person as may be selected by GarMark) to the newly created directorship to hold office until his successor is elected at a special or annual meeting of the stockholders and (C) in connection with any such subsequent election of directors, nominate, recommend and do all other acts and things to cause (including, without limitation, voting all shares for which the Company's management or Board of Directors holds proxies (including undesignated proxies) unless otherwise provided by the stockholders submitting such proxies) the person referenced in the preceding clause (B) to be elected to the Company's Board of Directors and (ii) increase the size of each of the Compensation Committee, Stock Incentive Plan Committee, Finance Committee, Audit Committee, and if any other committee is created or established after the date hereof, of such committee, by one (1), and cause the person referred to hereinabove (or such other person as may be selected by GarMark) to become a member thereof. In the event any director, or member of a committee, elected pursuant to this Section 7.2 shall cease to serve as a director or member, as applicable, for any reason, the Company shall cause (subject to the provisions of its Charter Documents and applicable Law) the vacancy resulting thereby to be filled as promptly as practicable by a person selected by GarMark. Notwithstanding any provision hereof, on the date, if any, that any Initial Purchaser entitled to exercise the rights pr...
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The Company's Board of Directors. The Company shall promptly pay -------------------------------- or reimburse each of the Purchasers for all reasonable costs and expenses for the travel, lodging and related subsistence of their representatives or observer, as the case may be, on the Company's Board of Directors to meetings thereof or of any committee thereof. The Company shall enter into an Indemnification Agreement with each director representative of Perseus and Duquesne substantially in the form attached hereto as Exhibit N. ---------
Sample 1
The Company's Board of Directors. The Company agrees that, if the Purchaser shall so request, (i) as promptly as practicable after the Closing, it will take such action as may be necessary to cause the election to the Company's Board of Directors of one designee selected by the Purchaser and reasonably acceptable to the Company and (ii) for as long as the Purchaser owns at least 10% of the outstanding Common Stock, the Company will include at least one designee of the Purchaser reasonably acceptable to the Company on the slate of nominees for election as directors nominated by the Company's Board of Directors and will use its reasonable best efforts to assure that such individual is elected to the Company's Board of Directors (including, without limitation, by soliciting proxies in favor of such election).
Sample 1
The Company's Board of Directors. 1.2.1 The Composition of the Company’s Board of Directors (1) The Company shall establish a board of directors, which is responsible to the Company’s shareholders’ meeting. The board of directors is composed of 5 directors. Party A shall nominate 3 directors and Party B shall nominate 2 directors, which are elected by the shareholders’ meeting based on the nomination of each shareholder. Each shareholder shall cooperate in electing such nominees to serve as directors of the Company. The board of directors shall have 1 chairman, who shall be the director nominated by Party A, and the legal representative of the Company shall be the chairman; the board of directors shall have 1 vice chairman, who shall be the director nominated by Party B. The term of office of directors is three years. At the end of a director’s term, such director can be re-elected upon nomination by the appointed party. If the director nominated by either party is dismissed by the shareholders meeting or ceases to serve for any other reason, such party shall entitle to nominate a new director to serve the remaining term of office of former director, and the other parties shall cooperate. (2) A Wholly-owned Subsidiary shall establish a board of directors, and the board of directors of the Wholly-owned Subsidiary is responsible to the Company’s shareholders’ meeting and the Company (as a shareholder of the Wholly-owned Subsidiary). The number of directors and the nomination and election methods of directors and chairman/vice-chairman of the Wholly-owned Subsidiary shall be consistent with the Company’s board of directors, and the candidates to serve as directors, chairman and vice-chairmen of the Wholly-owned Subsidiary shall be consistent with those of the Company, and the legal representative of the Wholly-owned Subsidiary is also the chairman. 1.2.2 Powers of the Board of Directors of the Company and its Wholly-owned Subsidiary (1) The board of directors of the Company exercises the following authorities in accordance with the law: 1) Convene a meeting of the Company’s shareholders’ meeting and report to the shareholders’ meeting; 2) Implement the resolutions of the Company’s shareholders’ meeting; 3) Determine the Company’s business plan and investment plan; 4) Formulate the Company’s annual financial budget plans and final account plans; 5) Formulate the Company’s profit distribution plans and loss recovery plans; 6) Formulate plans for the Company to increase or decrease its registere...
Sample 1
The Company's Board of Directors. The parties agree that, subject to the fiduciary duties of the Manager and the Company’s directors and executive officers, as soon as is reasonably practicable following the Effective Date, the Company's Board of Directors will be increased to seven directors, with three directors nominated by the Manager, three directors nominated by and from the Board of Directors as comprised immediately before the date of this Agreement, and one director selected by mutual agreement of the other directors (who may be one of the members of the Board of Directors as comprised immediately before the date of this Agreement); provided, however, this provision shall not apply and shall be of no force or effect in the case of (i) any director nominee for whom the Company would be required to provide disclosure pursuant to Regulation S-K Item 401(f) in any filing with the Securities and Exchange Commission or (ii) any director nominees, the election of which would result in the Company’s Board not being comprised of a majority of “independent directors,” as such term is defined by NASDAQ Listing Rule 5605.
Sample 1
The Company's Board of Directors. Each Party hereto agrees to jointly support and vote all the Ordinary Shares owned by such Party in order to elect, appoint, dismiss or replace the members of the Company's Board of Directors as specified below. Each Party hereto agrees to support and vote all the Ordinary Shares owned by such Party so that the Board of Directors of the Company shall be comprised of up to eleven (11) directors as follows: 5.1 Alpine will be entitled to elect, appoint, dismiss and replace six (6) directors, to the Company's Board of Directors. For the avoidance of doubt, in the event that the number of directors will be greater or less than eleven (11) then Alpine will be entitled to elect, appoint, dismiss and replace the majority of the directors to the Company's Board of Directors. 5.2 So long as SFKT’s shareholdings in the Company is not less than 50% of SFKT's Original Holdings, then SFKT will be entitled to elect, appoint, dismiss and replace two (2) natural Persons to the Company's Board of Directors, all of whom should be acceptable to Alpine. 5.3 So long as SFKT’s shareholdings in the Company is between 40% and up to 50% of SFKT’s Original Holdings, then SFKT will be entitled to elect, appoint, dismiss and replace only one (1) Person to the Company's Board of Directors, who should be acceptable to Alpine. 5.4 If SFKT’s shareholding in the Company falls below 40% of SFKT’s Original Holdings, then SFKT will have no right to elect, appoint, dismiss or replace a director to the Company's Board of Directors. 5.5 Alpine confirms that the following Persons are acceptable to Alpine for service on the Company’s Board of Directors: Xxxxxx Xxxxx, Xxxxx Xxxxxxx; Offer Yarkoni, and Ofra Amir. 5.6 The election, appointment of any director, and the dismissal or replacement of any such director, by either SFKT or Alpine as set forth in sub sections 5.1 - 5.4 above, shall be as follows: (i) Each Party hereto will notify the other, by a written notice given to the other Party (provided however that sub-section 5.6 (ii) hereof will apply only with respect to the directors proposed by SFKT), of the directors it wishes to elect, appoint, dismiss or replace, and both Parties will exercise all their voting rights in the Shareholders General Meeting of the Company in order to have them elected, appointed, dismissed or replaced, as the case may be. (ii) In the event that SFKT wishes to propose natural Persons other than those specified in sub-section 5.5 above to serve as directors on the ...
Sample 1

Related to The Company's Board of Directors

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • Committees of the Board of Directors (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below), each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

  • The Board (a) The Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the Company. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this Agreement. (b) Each Director shall serve as a Director for the duration of the term of the Company, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company Act. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at any time the Company is registered under the Company Act and such meeting is required by the Company Act. (c) In the event that no Director remains to continue the business of the Company, the Investment Manager shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company and, if the business shall be continued, of electing the required number of Directors to the Board. If the Members shall determine at such meeting not to continue the business of the Company or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

  • Composition of the Board of Directors (a) Upon the occurrence of a Walgreens Investor Rights Initiation Event, the Company’s board of directors (the “Board”) took the action necessary to cause one (1) Walgreens Designee to be appointed to the Board. (b) Upon the occurrence of a Walgreens Investor Rights Step-Up Event, the Board shall promptly (and in any case within ten (10) Business Days) after receiving a Walgreens Investor Rights Step-Up Event Notice take all action necessary (including by amending the organizational documents of the Company, if necessary) to cause one (1) additional Walgreens Designee to be appointed to the Board, such that the Board shall have two (2) Walgreens Directors. (c) During the Walgreens Investor Rights Period, subject to the other provisions of this Section 1.1, including Section 1.1(d), and Section 1.2, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its reasonable best efforts (which shall, subject to Applicable Law, include including in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors) to cause the election to the Board of a slate of directors that includes (i) during the Walgreens Enhanced Investor Rights Period, two (2) Walgreens Designees or (ii) otherwise, one (1) Walgreens Designee. (d) WBA shall notify the Company of the identity of any proposed Walgreens Designee, in writing, on or before the time such information is reasonably requested by the Board or the Governance and Nominating Committee for inclusion in a proxy statement for a meeting of stockholders, together with all information about such proposed Walgreens Designee as shall be reasonably requested by the Board or the Governance and Nominating Committee (including, at a minimum, any information regarding such proposed Walgreens Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board). (e) Subject to Section 1.1(d) and Section 1.2, so long as no Walgreens Investor Rights Termination Event has occurred, in the event of (i) the death, disability, removal or resignation of a Walgreens Director, the Board will promptly appoint as a replacement Walgreens Director the Walgreens Designee designated by WBA to fill the resulting vacancy, or (ii) the failure of a Walgreens Designee to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such Walgreens Designee stood for election but was nevertheless not elected (such Walgreens Designee, a “Walgreens Specified Designee”), the Board will promptly appoint another Walgreens Designee designated by WBA to serve in lieu of such Walgreens Specified Designee as a Walgreens Director during the term that such Walgreens Specified Designee would have served had such Walgreens Specified Designee been elected at such meeting of the stockholders of the Company, and, in each case of clause (i) and clause (ii), such individual shall then be deemed a Walgreens Director for all purposes hereunder. Neither the Company nor the Board will remove any Walgreens Director without the prior written consent of WBA, unless such Walgreens Director is no longer eligible for designation as a member of the Board pursuant to Section 1.2 or to the extent necessary to remedy a breach of Section 1.5. (f) The Company will at all times provide each Walgreens Director (in his or her capacity as a member of the Board) with the same rights to indemnification and exculpation that it provides to the other members of the Board. The Company acknowledges and agrees that any such indemnification obligations to indemnify or advance expenses to each Walgreens Director, in his or her capacity as such, for the matters covered by such indemnification obligations, shall be the primary source of indemnification and advancement of such Walgreens Director in connection therewith, and any obligation on the part of any Investor Indemnitor under any Investor Indemnification Agreement to indemnify or advance expenses to such Walgreens Director shall be secondary to the Company’s obligation and shall be reduced by any amount that such Walgreens Director may collect as indemnification or advancement from the Company. In the event that the Company fails to indemnify or advance expenses to each Walgreens Director as required by such indemnification obligations and this Agreement (such unpaid amounts, the “Unpaid Indemnitee Amounts”), and any Investor Indemnitor makes any payment to such Walgreens Director in respect of indemnification or advancement of expenses under any Investor Indemnification Agreement on account of such Unpaid Indemnitee Amounts, such Investor Indemnitor shall be subrogated to the rights of such Walgreens Director under this Agreement in respect of such Unpaid Indemnitee Amounts.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

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